According to a statement released by the Finnish company today, Thursday, 17 September, the acquisition is expected to shorten development cycles, increase control over converting Spinnova fibre into yarns and textile applications for customers, and accelerate commercialisation with brands and supply chain partners.
«Tearfil has been an important partner, playing a key role in advancing Spinnova fibre towards commercial applications», states Janne Poranen, CEO of the Finnish company. «Bringing these capabilities into Spinnova would strengthen our ability to support broader adoption of the fibre and advance the commercial scaling of our technology», he adds.
Acquisition and loan terms
The agreement provides for an initial valuation of €500,000 for the entire share capital of the Guimarães-based company, with payment in cash and Spinnova shares, as well as €1.5 million in interim financing during the spinning mill’s Special Revitalisation Process (PER).
Except for provisions expressly identified as binding, the Letter of Intent does not oblige Spinnova to proceed with or complete the acquisition. The parties are targeting the first quarter of 2027 for the potential completion of the transaction.
The acquisition is subject to the satisfactory completion of a due diligence process, approval by Spinnova’s board of directors, final approval of Tearfil’s restructuring plan under the PER, agreement on the definitive transaction documents and other conditions applicable to the transaction.
The Letter of Intent also provides for Spinnova to grant Tearfil an interim loan of €1.5 million during the PER, intended to restructure the Portuguese company’s existing debts. The loan, which is expected to finance Tearfil’s working capital and ongoing operational needs during the revitalisation process, will bear interest at 12-month Euribor plus 2% and will mature one year after disbursement. The agreement will also include early repayment mechanisms should Spinnova decide not to proceed with the acquisition.
Tearfil increased losses in 2025
According to Spinnova, in 2025, Tearfil – which strengthened its ties with Spinnova at the beginning of the year – recorded turnover of €8.57 million, a decline of around 34% compared with the €12.94 million recorded in 2024. The company posted a loss of €3.27 million, compared with a loss of €448,000 in the previous financial year.
At the end of last year, the company had fixed assets of €6.63 million and equity of €2.43 million. In 2024, these figures stood at €3.49 million and €2.2 million, respectively.
Short-term liabilities totalled €7.91 million at the end of 2025, compared with €8.63 million in 2024. Long-term liabilities amounted to €5 million, compared with €3.78 million in the previous year.
According to information released by Spinnova, which announced in August that it would list on the US stock market, the reported liabilities are expected to be addressed under the PER. The outcome of the process will depend on the negotiation of a recovery plan with creditors and its approval by the competent Portuguese court.
